Developer Agreement

1. Our Developer Platform

These Terms govern your access to and use of our APIs, SDKs, app keys and access tokens, and developer webpages and documentation (“Documentation” or collectively, the “Developer Platform”. The Developer Platform is designed to allow you to connect your new and existing applications, products, and services (“Your Applications”) with OttoLearn’s own applications, products, and services (collectively, the “Service”).

2. Registration

To access the Developer Platform, you must follow the registration process established by OttoLearn. OttoLearn may approve or deny access to the Developer Platform in its sole discretion. When you register, you may be subject to OttoLearn’s standard Master Subscription Agreement and Privacy Policy, as well as any additional registration terms specified by OttoLearn.

3. Your Use Rights

Subject to these Terms, you may use the Developer Platform solely to enable Your Products to access or interface with the OttoLearn Service. Your use must be as permitted in our Documentation and is subject to call, usage, and other limits as posted or as we otherwise notify you. All of your rights are non-assignable, non-transferrable, and non-sublicenseable.

4. Support and Modification

While we may provide you with support or modifications for the Developer Platform, we are not obligated to do so and have no obligation to fix or respond to errors you may encounter. In our discretion and without liability to you, we may add, remove, or modify any features of the Developer Platform; impose additional eligibility requirements or restrictions for access to the Developer Platform; or discontinue the Developer Platform. If we modify the Developer Platform, we may require you to use the modified version which may not be compatible with Your Applications developed using previous versions. We typically make these changes as part of our overall Developer Platform program and may not be able to provide you with individual notice of the changes.

5. Branding and Publicity

1. Brand Features
   “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, these Terms do not grant either party any right, title, or interest in or to the other party’s Brand Features. You may not use OttoLearn’s Brand Features without OttoLearn’s prior written consent. Any permitted use by you of OttoLearn’s Brand Features (including any goodwill associated therewith) will inure to the benefit of OttoLearn.
2. Publicity
   You may promote Your Application, including talking to traditional and online media and your users about Your Application. You must conduct all such activities truthfully and without implying that Your Application is created, sponsored, or endorsed by OttoLearn (or otherwise embellishing your relationship with OttoLearn). You may not make any legal representations, guarantees, or warranties on behalf of OttoLearn or with respect to the Developer Platform or the OttoLearn Service.
   OttoLearn may publicly refer to you, orally or in writing, as a user of the Developer Platform. We may also publish your Brand Features (with or without a link to Your Application) on our websites, in press releases, and in promotional materials without your prior consent.

6. Your Responsibilities

1. User Relationships
   Your Applications must include your own legally binding terms of use and privacy policy (“Your Terms”) that are publicly available to your third-party users (assuming you have third-party users or that Your Application allows for the retrieval of User Data, or where including Your Terms would be customary or appropriate under the circumstances).
   If a user of the OttoLearn Service allows Your Applications to retrieve any data, content or information of a user (“User Data”) from the OttoLearn Service, you must (1) access only the minimum data fields Your Application needs to work properly, as permitted by the user and (2) ensure the User Data is collected, processed, transmitted, maintained and used in accordance with Your Terms, all Laws (defined below) and reasonable measures that protect the privacy and security of the User Data. Without limiting the foregoing, Your Terms must contain clear and legally adequate disclosures about the nature of Your Application’s integration with the OttoLearn Service and the User Data you are collecting and how you may use it.
   For clarity, any user’s access or use of the OttoLearn Service itself is subject to OttoLearn’s Service Terms or other applicable terms agreed by OttoLearn with the user, not Your Terms.
   If OttoLearn receives any Customer Data from or on behalf of a user, including through or enabled by Your Application, OttoLearn will treat such Customer Data under its applicable terms with such user and such data will no longer be subject to Your Terms.
2. Be a Good Citizen to our Ecosystem
   You share our Developer Platform with your fellow developers and you should write Your Application as you’d want others to write theirs. You must not:
   • Try to exceed or circumvent limitations on calls and use;
   • Copy, reformat, reverse-engineer, or otherwise modify the Developer Platform, access credentials, or our website or content;
   • Download, scrape, post, or transmit (in any form or means) any part of our website or content;
   • Sublicense OttoLearn APIs for use by a third party;
   • Create an API or similar function designed to help you enhance your websites and/or Your Applications that functions substantially the same as any of our APIs and offer it for use by third parties;
   • Submit to the Developer Platform or OttoLearn Service any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature;
   • Defame, abuse, harass, stalk, or threaten others, promote unlawful activities or send disruptive or offensive messages or advertisements; or
   • Access the Developer Platform for competitive purposes (including to connect to a competitive product or to create your own competitive product) or publicly disseminate performance information or analysis (including uptime, response time and/or benchmarks) relating to the OttoLearn APIs.
3. Your Representations and Indemnity
   You are solely responsible for your use of the Developer Platform, Your Applications, and any data or content that you use with the Developer Platform. You represent and warrant that (a) you have full power and authority to enter into and perform these Terms; (b) your use of the Developer Platform and Your Applications will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications, and the export of technical or personal data (“Laws”); (c) all information you provide to OttoLearn is and will be true, accurate, and complete; and (d) you will not interfere with OttoLearn’s business practices, the way in which it offers the OttoLearn Service or the Developer Platform or any third party products or networks used with the Developer Platform.
   You will indemnify, defend (at OttoLearn’s request), and hold harmless OttoLearn and its affiliates and their respective directors, officers, employees, agents, contractors, end users, and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages, or liabilities based on or arising from (i) your use of the Developer Platform, (ii) Your Applications and your relationships or interactions with any users or third party distributors of Your Applications, or (iii) your breach or alleged breach of these Terms. OttoLearn may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without OttoLearn’s prior written consent (not to be unreasonably withheld).

7. Disclaimer of Warranties

THE DEVELOPER PLATFORM, OTTOLEARN SERVICE AND ALL OTHER OTTOLEARN MATERIALS (DEFINED BELOW) ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. OTTOLEARN AND ITS THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR ANY PURPOSE. OTTOLEARN MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE (A) RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE DEVELOPER PLATFORM OR ANY OTTOLEARN MATERIALS, (B) THAT OTTOLEARN WILL CONTINUE TO OFFER THE DEVELOPER PLATFORM OR (C) THAT USE OF ANY OTTOLEARN MATERIALS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET PARTNER’S REQUIREMENTS OR EXPECTATIONS. You may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law.

8. Limitation of Liabilities

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) OTTOLEARN WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY RELATED TO THE OTTOLEARN MATERIALS OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY; AND (B) IN ANY EVENT OTTOLEARN’S ENTIRE AGGREGATE LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE GREATER OF (1) THE AMOUNT YOU PAID US (IF ANY) TO USE THE DEVELOPER PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (2) ONE THOUSAND U.S. DOLLARS (US$1,000). You acknowledge and agree that this Section 8 reflects a reasonable allocation of risk and that OttoLearn would not enter into these Terms without these liability limitations. This Section 8 will survive notwithstanding any limited remedy’s failure of essential purpose.

9. Intellectual Property Rights and Additional Terms

1. OttoLearn Independent Development and Patent Issues
   You understand and acknowledge that OttoLearn may be independently creating (or may receive from third parties) features, applications, content, or other products or services that may be similar to or competitive with Your Application, and nothing in these Terms will be construed as restricting or preventing OttoLearn from doing so.
   In addition, in order to allow others to benefit from the Developer Platform, you agree not to assert (or assist or encourage anyone in asserting) any patent claims against OttoLearn (or its users, customers partners or developers, or OttoLearn’s or their respective successors, assigns) where such patent claim relates to the integration, combination or interface of any applications, products or services with the OttoLearn Service or our other products or services.
2. Developer Exception to Privacy Policy
   OttoLearn may reveal personal information about developers for attribution purposes, handling inquiries from users or potential users, and other purposes OttoLearn reasonably deems necessary under these Terms.
   You understand and agree that OttoLearn may access, preserve, and disclose your personal information and your developer account details if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or to protect the rights, property, or safety of OttoLearn, its affiliates or partners, its users, or the general public.
3. OttoLearn’s Rights
   As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and the Developer Platform, OttoLearn Service, OttoLearn’s Brand Features, our other products and services, and all related technology, websites and content, and any modifications or derivative works of the foregoing (collectively, the “OttoLearn Materials”).
   Except for the limited use right expressly granted to you under these Terms, OttoLearn does not grant you any right, title, or interest in the OttoLearn Materials. You have no obligation to give us any suggestions, comments or other feedback relating to the OttoLearn Materials (“Feedback”).
   If you provide us with Feedback, you grant us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, sublicense (through multiple tiers) and otherwise exploit the Feedback (including any ideas, concepts, methods, know-how or techniques embodied in Feedback) for any purpose, without any restriction or obligation to you based on intellectual property rights or otherwise.
4. Your Application
   You retain ownership of any intellectual property rights in Your Applications, subject to OttoLearn’s rights in any underlying OttoLearn Materials. If you choose to make your application available in our public marketplace, You agree to provide us with a reasonable number of copies of or other access to Your Applications. During the term of these Terms you hereby grant to us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable, right and license, under all of your intellectual property rights, to: (a) use, perform, and display Your Application and its content for purposes of our internal testing purposes (including scalability and security testing) and for marketing, demonstrating, and making your Application available to users; and (b) link to and direct users to Your Application. Following the termination of these Terms and upon written request from you, OttoLearn will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to Your Application from the Websites and the OttoLearn Service. OttoLearn has no other obligation to delete copies of, references to, or links to Your Application.

10. Confidential Information

1. OttoLearn’s Confidential Information
   OttoLearn may provide certain information to you that is confidential or proprietary (“OttoLearn  Confidential Information”). OttoLearn Confidential Information consists of (a) your access keys or logins for the Developer Platform, any non-public elements of the Developer Platform or any pre-release information about the OttoLearn Service and (b) anything identified or marked as “Confidential” or “Proprietary” or that you should reasonably understand to be confidential or proprietary under the circumstances. You may use OttoLearn Confidential Information only for the purposes of these Terms. You may not disclose any OttoLearn Confidential Information to third parties, other than your employees, agents and advisors with a need to know and for whom you agree to remain responsible under these Terms.
2. Your Confidential Information
   You should not disclose any information to OttoLearn that you consider to be confidential. To avoid any potential confusion, you agree that any unsolicited information you provide to OttoLearn in relation to the Developer Platform will be non-confidential and that OttoLearn may use it under the same terms as for Feedback above. However, this Section 10(2) does not apply to the extent you have entered into a separate non-disclosure agreement (NDA) or other confidentiality terms with OttoLearn addressing your confidential information in relation to the Developer Platform.

11. Term and Termination

These Terms remain in effect until terminated. You may terminate these Terms at any time by ceasing all use of the Developer Platform and notifying OttoLearn. We may terminate these Terms for any reason or any reason upon thirty (30) days’ notice to you. In addition, we may suspend or terminate these Terms (or your use of all or any of the Developer Platform) immediately if we believe you have violated these Terms, if we believe the use of Your Application with the Developer Platform is not in our or our users’ best interests, if we cease to offer the Developer Platform or as required by Laws.

Upon termination of these Terms:

• all rights and licenses granted to you will terminate immediately and you must stop using all OttoLearn Materials (unless you have a separate right to use them under another agreement with OttoLearn );
• neither party is liable to the other party just because the agreement has been terminated; and
• you must permanently delete all OttoLearn Confidential Information and any other data which you stored pursuant to your use of the Developer Platform (other than User Data you have received and are using in accordance with Section 6(1)) and, at OttoLearn’s request, you will confirm such destruction;
• Sections 6 (Your Responsibilities) through 13 (General) will survive.

12. Modifications to Terms

We may modify these Terms or any additional terms that apply to the Developer Platform occasionally, for example, to reflect changes to the Law, changes to the Developer Platform or for other reasons in our discretion.

However, changes specific to new functionality for the Developer Platform, changes made for legal reasons, and any changes to our Documentation or referenced policies will be effective immediately. You may be required to accept the modified Terms in order to continue using the Developer Platform, and in any event you agree that your continued use of the Developer Platform after the changes become effective constitutes acceptance of the modified terms. Except as set forth in this Section 12, all amendments must be in writing and signed by both parties.

13. General

1. Entire Agreement; Waiver; Severability; Interpretation; Assignment; Remedies.
   Except as set forth in Section 2 (Registration) regarding the OttoLearn Service Terms, these Terms constitute the entire agreement between OttoLearn and you with respect to the subject matter in these Terms, and they supersede any and all prior proposals (oral and written), understandings, representations and other communications between you and us.
   They do not create any third party beneficiary rights. If you do not comply with these Terms, and OttoLearn does not take action right away, this does not mean that OttoLearn is giving up any rights that it may have (such as taking action in the future). If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. In these Terms, “including” (and similar terms) are to be construed without limitation, and headings are for convenience only.
   You may not assign these Terms, in whole or in part, without OttoLearn’s prior written consent, and any assignment without such consent is null and void. OttoLearn may assign, transfer or delegate these Terms in its discretion. You acknowledge that your breach of these Terms may cause irreparable harm to OttoLearn, the extent of which would be difficult to ascertain.
   Accordingly, you agree that, in addition to any other remedies to which OttoLearn may be legally entitled, OttoLearn will have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants, or other agents.
2. Governing law and jurisdiction:
   In interpreting the terms of this Agreement, the parties agree that the laws of the Province of Manitoba, Canada shall be applicable.  Any account at law or in equity arising under this Agreement will be filed (i) in the Courts of the State or Province of Customer’s incorporation or principal place of business, should Customer be the defendant in the dispute or (ii) in the Courts of Winnipeg, Manitoba should Provider be the defendant in the dispute.  The parties hereby consent and submit to the exclusive personal jurisdiction of such courts for the purposes of litigating any such action.
3. Disputes
   In the event a party provides written notice to the other party of any controversy, claim, dispute, difference, or misunderstanding between the parties arising out of or relating to this Agreement, each party shall designate managers to meet within ten (10) business days and negotiate in good faith in an attempt to reach a written resolution.
   If the parties are unable to resolve the matter through good faith negotiations within ten (10) business days of such meeting, the parties shall, within five (5) additional business days, jointly prepare a written position statement which summarizes the unresolved issues and each party’s proposed resolution.
   Such position statement shall be delivered to each party’s responsible senior executive for resolution within (5) business days. In the event that any matter arising hereunder is not resolved within the specified time periods, each party shall be entitled to pursue any and all remedies that are available to it at law or equity.
   WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. IN ADDITION, YOU AGREE WITH OTTOLEARN TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS.  YOU AGREE WITH OTTOLEARN THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.